IRIS Business Services Limited
Tower 2 3rd Floor International Infotech Park Vashi Navi Mumbai 400703 Maharashtra India
Tel: 022 6723 1000 | Email: cs@irisbusiness.com | www.irisbusiness.com
CIN L72900MH2000PLC128943 | GSTIN 27AAACI9260R1ZV
NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE is hereby given that the Extra Ordinary General Meeting
(“EGM/ Meeting”) of the members of IRIS Business Services Limited
will be held on Friday, February 16, 2024, at 11:00 a.m. (IST) through
Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to
transact the following business.
The proceedings of the EGM shall be deemed to be conducted
at the Registered Office of the Company situated at Tower 2, 3rd
Floor, International Infotech Park, Vashi, Navi Mumbai - 400 703,
Maharashtra, India, which shall be the deemed venue of the EGM.
SPECIAL BUSINESS:
Item No. 1 - To approve implementation of the ‘IRIS Business
Services Limited Employee Stock Option Scheme 2023’.
To consider and if thought fit, to pass with or without modification,
the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and
other applicable provisions, if any, of the Companies Act, 2013 and
the Rules made thereunder (“the Act”), the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB Regulations”), the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
read with such rules, guidelines and regulations issued by the Stock
Exchanges or any other regulatory or governmental authority, as
may be relevant (including any statutory amendment, modification
or re-enactment thereof, for the time being in force), in accordance
with the provisions of the Memorandum and Articles of Association
of the Company and subject to further such other consents,
approvals, permissions and sanctions as may be necessary
and subject to such conditions and modifications as may be
prescribed or imposed while granting such consents, approvals,
permissions and sanctions and in line with the recommendation
of the Nomination and Remuneration Committee (“Committee”)
and approval of the Board of Directors, consent of the members
of the Company, be and is hereby accorded to the introduction
and implementation of ‘IRIS Business Services Limited - Employee
Stock Option Plan 2023 (hereinafter referred to as “ESOP 2023” /
the “Scheme” or the “Plan”) to be administered by the Nomination
and Remuneration Committee which the Board has constituted
to exercise its powers, including the powers, conferred by this
resolution read with Regulation 5 of SEBI SBEB Regulations to
create, grant, offer, issue and allot at any time, to or for the benefit
of the present and future employees of the Company, selected on
the basis of criteria decided by the Nomination and Remuneration
Committee, Stock Options (“Stock Options”) not exceeding
9,75,000 (Nine lakhs and seventy-five thousand) Options, in one
or more tranches, from time to time, to or for the benefit of such
person(s) who are in the employment in terms of ESOP 2023, present
and future, in India or outside India, including any director who is
in Whole-time employment (other than employees / directors who
are promoters or belonging to the promoter group, independent
directors and directors holding either directly or indirectly more
than ten percent of the outstanding equity shares of the Company),
exercisable into not more than 9,75,000 (Nine lakhs and seventy-
five thousand) Equity Shares of H10/- each (Rupees Ten each)
representing approximately 5.04% of the total paid-up capital of the
Company, subject to their eligibility as may be determined under
the ESOP 2023 on such terms, conditions and in such manner as
the Board / Nomination and Remuneration Committee may decide
in accordance with the provisions of the applicable laws and the
provisions of the Plan.
RESOLVED FURTHER THAT the equity shares so issued and
allotted as mentioned hereinbefore shall rank pari passu with the
then existing equity shares of the Company.
RESOLVED FURTHER THAT in case of any corporate action(s) such
as rights issues, bonus issues, change in capital structure, or other
re-organisation, merger and sale of division and others, the ceiling
aforesaid in terms of the number of Shares reserved under the
Plan shall be adjusted with a view to facilitate fair and reasonable
adjustment to the eligible employees as per provisions of the SEBI
SBEB Regulations and such adjusted number of the Shares shall be
deemed to be the ceiling as originally approved.
RESOLVED FURTHER THAT in case the Equity Shares of the
Company are either sub-divided or consolidated, then the number
of Shares to be allotted and, to the extent allowed, the exercise price
payable by the Option grantees under the Plan shall automatically
stand augmented or reduced, as the case may be, in the same
proportion as the present face value of H10/- (Rupees Ten Only) per
Equity Share bears to the revised face value of the Equity Shares
of the Company after such sub-division or consolidation, without
affecting any other rights or obligations of the said Option grantees.
RESOLVED FURTHER THAT the Board/Nomination and
Remuneration be and is hereby authorised to take requisite steps
for listing of the Shares allotted under the Plan on the National
Stock Exchange of India Limited and / or the BSE Limited and / or
any other stock exchanges where the Shares of the Company are
listed in due compliance with SEBI SBEB Regulations and other
applicable laws.
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RESOLVED FURTHER THAT the Company shall conform to the
accounting policies prescribed from time to time under the SEBI
SBEB Regulations and any other applicable laws and regulations to
the extent relevant and applicable to the Plan.
RESOLVED FURTHER THAT the Nomination and Remuneration
Committee be and is hereby authorised to issue and allot Equity
Shares upon exercise of Stock Options from time to time in the
aforesaid manners.
RESOLVED FURTHER THAT any one of the Whole Time Directors
of the Company and/ or Mr. Santoshkumar Sharma, Company
Secretary of the Company be and are hereby severally authorised
to take necessary steps for listing of the Equity Share allotted under
ESOP 2023 on the Stock Exchanges where the Equity Shares of the
Company are listed in accordance with the provisions of the SEBI
SBEB Regulations, SEBI Listing Regulations and Listing Agreement
executed with the concerned Stock Exchanges, the guidelines
issued by SEBI, if any and other applicable laws and regulations.
RESOLVED FURTHER THAT for the purpose of giving effect to
the above Resolution, the Board/ Nomination and Remuneration
Committee be and is hereby authorised to do all such acts, deeds
and things as it may, in its absolute discretion, deem fit, necessary,
expedient or proper, to settle all questions, difficulties or doubts
that may arise in relation to formulation and implementation of the
ESOP 2023, at any stage including at the time of listing of the Equity
Shares issued herein.
RESOLVED FURTHER THAT the Board/Nomination and
Remuneration Committee be and is hereby authorised to make
any modifications, changes, variations, alterations or revisions
in the ESOP 2023, as it may deem fit and necessary, from time to
time or to suspend, withdraw or revive the ESOP 2023, from time
to time, in conformity with the provisions of the Act, the SEBI SBEB
Regulations and other applicable laws unless such modification,
change, variation, alteration or revision is detrimental to the interest
of the Employees who have been granted Stock Options under the
ESOP 2023 and effective implementation of ESOP 2023.
RESOLVED FURTHER THAT any one of the Directors or Key
Managerial Personnel of the Company be and are hereby severally
authorized to appoint various intermediaries, including registered
merchant banker(s) in terms of the SEBI SBEB Regulations, experts,
professionals, independent agencies and other advisors, consultants
or representatives, being incidental to the effective implementation
and administration of the ESOP 2023, including but not limited to
fixing their remuneration and terms of appointment, and generally
do all such acts, deeds and things as may be necessary or incidental
to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT the copies of the resolution certified to
be true by any one of the Directors or Key Managerial Personnel of
the Company be furnished to such authorities as may be required
and they may be requested to act thereupon.
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Item No. 2 –To approve the extension of benefits of the IRIS
Business Services Limited Employee Stock Option Scheme 2023
to the employees of Subsidiary Company(ies) of the Company.
To consider and if thought fit, to pass, with or without modification(s),
the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and
other applicable provisions, if any, of the Companies Act, 2013 and
the Rules made thereunder (“the Act”), the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB & SE Regulations”), the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (“SEBI Listing Regulations”)
read with such rules, guidelines and regulations issued by the Stock
Exchanges or any other regulatory or governmental authority, as
may be relevant (including any statutory amendment, modification
or re-enactment thereof, for the time being in force), in accordance
with the provisions of the Memorandum and Articles of Association
of the Company and subject to such other consents, approvals,
permissions and sanctions as may be necessary and subject to such
conditions and modifications as may be prescribed or imposed
while granting such consents, approvals, permissions and sanctions
and in line with recommendation of Nomination and Remuneration
Committee and the approval of the Board of Directors, consent of
the members of the Company be and hereby accorded to extend
the benefits and coverage of the “IRIS Business Services Limited
Employee Stock Option Scheme 2023” (“ESOP 2023” or “Scheme”)
referred to in Resolution No. 1, and within the ceiling as enumerated
therein to the eligible employees of the group Company(ies),
Associate Company(ies), Subsidiary Company(ies), whether in India
or outside India or of a Holding Company of the Company, if any,
on such terms and in such manner as may be fixed or determined
in this behalf by the Board or the Nomination and Remuneration
Committee as per the provisions of the ESOP Scheme.
RESOLVED FURTHER THAT the Board/Nomination and
Remuneration Committee be and is hereby authorised to make
any modifications, changes, variations, alterations or revisions
in the ESOP 2023, as it may deem fit and necessary, from time to
time or to suspend, withdraw or revive the ESOP 2023, from time
to time, in conformity with the provisions of the Act, the SEBI SBEB
Regulations and other applicable laws unless such modification,
change, variation, alteration or revision is detrimental to the interest
of the Employees who have been granted Stock Options under the
ESOP 2023 and effective implementation of ESOP 2023.”
Item no. 3 – Increase in Authorised Share Capital of the
Company.
To consider and if thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13 read
with Section 61 and other applicable provisions, if any, of the
Companies Act, 2013 (including any amendment thereto or re-
enactment thereof, for the time being in force) and the Rules framed
thereunder, consent of the members of the Company be and is
hereby accorded for increase in the Authorised Share Capital of the
Company from existing H25,00,00,000/- (Rupees Twenty-five crores
only) divided into 2,50,00,000 (Two crores fifty Lakh) Equity Shares
of H10/- (Rupees Ten only) each to H32,00,00,000/- (Rupees Thirty-
two crores only) divided into 3,20,00,000 (Three crores twenty Lakh)
Equity Shares of H10/- (Rupees Ten only) each ranking pari passu in
all respect with the existing Equity Shares of the Company as per the
Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT pursuant to Section 13 and all other
applicable provisions, if any, of the Companies Act, 2013 read
with Rules framed thereunder, consent of the Members of the
Company be and is hereby accorded, for alteration of Clause V of the
Memorandum of Association of the Company by substituting in its
place, the following:-
“V. The Authorised Share Capital of the Company is H32,00,00,000/-
(Rupees Thirty-two crores only) divided into 3,20,00,000 (Three
crores twenty Lakh) Equity Shares of H10/- (Rupees Ten only) each,
with the rights, privileges and conditions attached thereto as are
provided by the Articles of Association for the time being, with
power to increase, reduce or modify the capital from time to time in
accordance with the regulations of the Company and the legislative
provisions for the time being in force in this behalf with power to
Notes:
1. The Ministry of Corporate Affairs (‘MCA’) has, vide General
Circular No. 14/2020 dated April 8, 2020, General Circular No.
17/2020 dated April 13, 2020, General Circular No. 20/2020
dated May 5, 2020, General Circular No.19/2021dated
December 08, 2021, General Circular No. 21/2021 dated
December 14, 2021, General Circular No. 02/2021 dated
January 13, 2021, Circular No.02/2022 dated May 05, 2022,
General Circular No. 10/2022 dated December 28, 2022 and
General Circular No. 09/2023 dated September 25, 2023
(collectively referred as ‘MCA Circulars’) and Circular No. SEBI/
HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI/HO/
CFD/CMD2/ CIR/P/ 2021/11 dated January 15, 2021 and SEBI/
HO/ CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular
No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023
and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167
dated October 07, 2023 issued by Securities and Exchange
Board of India (‘SEBI’) (collectively referred as ‘SEBI Circulars’)
(collectively referred as ‘Circulars’) allowed the companies to
hold EGM through VC/ OAVM. In compliance with the Circulars,
the EGM of the Company will be held through VC/ OAVM
and accordingly business shall be transacted through such
voting without the physical presence of the shareholders at a
common venue.
2. Explanatory Statement pursuant to Section 102 of the
Act, setting out the material facts relating to the aforesaid
divide the shares in the capital for time being, whether original or
increased, into several classes and to attach thereto any preferential,
deferred, special or qualified rights, privileges, conditions or
restrictions attached thereto whether in regard to dividend, voting
rights, return of capital or otherwise, as may be determined by or in
accordance with the regulation of the Company or to vary, modify,
or abrogate any such rights, privileges or conditions in such manner
as may for the time being be provided by regulations of the company
and consolidate or subdivide the shares and issue shares of higher
or low denomination.”
RESOLVED FURTHER THAT for the purpose of giving effect to
the aforesaid resolution, the Board / Committee of the Board or
any officer(s) authorized by the Board of Directors, be and are
hereby authorized to do all such acts, deeds, matters and things
whatsoever, including seeking all necessary approvals to give effect
to this resolution and to settle any questions, difficulties or doubts
that may arise from time to time in this regard.”
By order of the Board of Directors
For IRIS Business Services Limited
Santosh kumar Sharma
Place: Navi Mumbai Company Secretary & Compliance Officer
Date: January 18, 2024 (Membership No. ACS 35139)
Registered Office: Tower 2, 3rd Floor, International Infotech Park,
Vashi, Navi Mumbai - 400 703, Maharashtra, India.
Resolutions relating to Items nos.1, 2 and 3 of the Notice of the
EGM, is annexed hereto and forms part of this Notice.
3. In line with the aforesaid MCA Circular, the Notice of this EGM is
being sent to Members only through electronic mode to their
emails registered with the Company.
4. This EGM is being held pursuant to the MCA circulars through
VC/ OAVM, whereby physical attendance of Shareholders has
been dispensed with. Accordingly, the facility to appoint a
proxy to attend and cast vote for the shareholder is not made
available for this EGM and hence the Proxy Form, Attendance
Slip and route map are not annexed to this Notice. However,
in terms of the provisions of Section 113 of the Act read with
the said Circulars, Corporate Members are entitled to appoint
their authorized representatives to attend the EGM through
VC / OAVM on their behalf and participate thereat, including
cast votes by electronic means (details of which are provided
separately, hereinbelow).
5. The shareholders can join the EGM in the VC/ OAVM mode
15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure
mentioned herein below in the Notice. The facility of
participation at the EGM through VC / OAVM will be made
available for 1,000 shareholders on ‘first come first serve’ basis.
This will not include large shareholders (i.e. shareholders
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 holding 2% or more), Promoters, Institutional Investors, the Register of Members of the Company will be entitled to
Directors, Key Managerial Personnel, the Chairpersons of the vote.
Audit Committee, Nomination and Remuneration Committee
12. Relevant documents referred to in the Notice shall be made
and Stakeholders Relationship Committee, Auditors etc. who
available for inspection to the members through electronic
are allowed to attend the EGM without restriction on account
mode, based on the request received from the member
of ‘first come first serve’ basis.
on cs@irisbusiness.com. The members can also inspect
6. The attendance of the shareholders attending the EGM through the documents from the web-site of the Company at www.
VC / OAVM will be counted for the purpose of reckoning the irisbusiness.com or at the Registered office and corporate
quorum under Section 103 of the Act. office of the Company between 2.00 p.m. and 5.00 p.m. on all
working days (except Saturdays, Sundays and Holidays) till the
7. The shareholders seeking any information with regard to the
conclusion of EGM. The members shall mention their Name,
proposed resolution(s), are requested to write to the Company
Folio No./DP Id and Client ID and PAN alongwith their request.
on or before Monday, February 12, 2024, 5:00 pm (IST), through
Email on cs@irisbusiness.com. The same will be replied by / on 13. The aforesaid documents will also be available for inspection
behalf of the Company suitably. by Members during the EGM.
8. SEBI has mandated the updation of PAN, contact, Bank 14. To support the ‘Green Initiative’, members who have not
account, specimen signature and nomination details, against registered their Email addresses are requested to register the
folio / demat account. PAN is also required to be updated same with DPs and/or LIIPL.
for participating in the securities market, deletion of name of
15. Pursuant to the provisions of Section 108 of the Companies
deceased holder and transmission / transposition of shares. As
Act, 2013 read with Rule 20 of the Companies (Management
per applicable SEBI Circular, PAN details are to be compulsorily
and Administration) Rules, 2014 (as amended) and Regulation
linked to Aadhar details by the date specified by Central Board
44 of SEBI Listing Regulations and the Circulars issued by the
of Direct Taxes. Members are requested to submit PAN, or
Ministry of Corporate Affairs, the Company is providing facility
intimate all changes pertaining to their bank details, mandates,
of remote e-Voting to its Members in respect of the business to
nominations, power of attorney, change of address, change of
be transacted at the EGM. For this purpose, the Company has
name, e-mail address, contact numbers, specimen signature
entered into an agreement with National Securities Depository
(as applicable) etc., to their Depository Participant (“DP”)
Limited (“NSDL”) for facilitating voting through electronic
in case of holding in dematerialised form or to Company’s
means, as the authorized agency. The facility of casting votes
Registrar and Share Transfer Agents through Form ISR-1,
by a Member using remote e-Voting system as well as venue
Form ISR-2 and Form ISR-3 (as applicable) available at www.
voting on the date of the EGM will be provided by NSDL.
irisbusiness.com.in case of holdings in physical form.
16. The cut-off date for the purpose of remote e-voting and
9. Shareholders holding shares in physical form are requested to
e-voting at the EGM shall be Friday, February 09, 2024. A person
dematerialize their holdings to eliminate all risks associated
whose name is recorded in the Register of Members or in the
with physical shares and for ease of portfolio management.
Register of Beneficial Owners maintained by the depositories
Shareholders can contact the Company or Link Intime India
as on the cut-off date, shall be entitled to avail the facility of
Private Limited (“LIIPL”) for assistance in this regard.
remote e-voting or e-voting at the EGM.
10. Members may please note that SEBI vide its Circular No. SEBI/
17. Apart from remote e-voting, the e-voting facility shall also be
HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25,
made available at the EGM. Members attending the EGM who
2022 has mandated the listed companies to issue securities
have not already cast their vote by remote e-voting shall be
in dematerialized form only while processing service requests,
able to exercise their right at the EGM. The members who have
viz. Issue of duplicate securities certificate; renewal/ exchange
cast their vote by remote e-voting prior to the EGM may attend
of securities certificate; endorsement; sub-division/ splitting of
the EGM but shall not been entitled to cast their vote again.
securities certificate; consolidation of securities certificates/
Further, once the vote on are resolution is cast by the Member,
folios; transmission and transposition. Further SEBI vide its
he shall not be allowed to change it subsequently.
circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/65
dated May 18, 2022 has simplified the procedure and 18. The Company has appointed Ms. Priti Sheth, of M/s. Priti J.
standardized the format of documents for transmission of Sheth & Associates, Company Secretaries, (Membership No.
securities. Accordingly, Members are requested to make service FCS 6833 C. P. No. 5518 as the Scrutinizer to scrutinize remote
requests by submitting a duly filled and signed Form ISR-4 & e-voting or e-voting at the EGM in a fair and transparent
ISR-5, as the case maybe. The said forms can be downloaded manner.
from the Company’s website at www.irisbusiness.com.
19. The result of remote e-voting and e-voting at the EGM along
11. In case of joint holders attending the EGM, the Member whose with the Scrutinizer’s Report shall be placed on the Company’s
name appears as the first holder in the order of names as per website http://www.irisbusiness.com and on the website

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 of NSDL https://www.evoting.nsdl.com in due course. The How do I vote electronically using NSDL e-Voting system?
Company shall be simultaneously forwarding the results to The way to vote electronically on NSDL e-Voting system consists of
BSE Limited (www.bseindia.com) and National Stock Exchange “Two Steps” which are mentioned below:
of India Limited (www.nseindia.com), where the shares of the
Step1: Access to NSDL e-Voting system
Company are listed. The results shall also be displayed on the
notice board at the Registered Office of the Company. A) Login method for e-Voting and joining virtual meeting for
Individual shareholders holding securities in demat mode
20. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING
AND JOINING GENERAL MEETING ARE AS UNDER:- In terms of SEBI circular dated December 9, 2020 on e-Voting
facility provided by Listed Companies Individual shareholders
The remote e-voting period begins on Tuesday, February 13,
holding securities in demat mode are allowed to vote through
2024 at 09:00 A.M. (IST) and ends on Thursday, February 15,
their demat account maintained with Depositories and
2024 at 05:00 P.M. (IST). The remote e-voting module shall be
Depository Participants. Shareholders are advised to update
disabled by NSDL for remote e-voting thereafter. The Members,
their mobile number and Email Id in their demat accounts in
whose names appearing the Register of Members/ Beneficial
order to access e-Voting facility.
Owners as on the cut-off date i.e. Friday, February 09, 2024,
may cast their vote electronically.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding securities 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. nsdl.
in demat mode with NSDL. com either on a Personal Computer or on a mobile. On the e-Services home page click
on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section
this will prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value added services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you
will be re-directed to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/
OTP and a Verification Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders Login Method
Individual Shareholders holding securities 1. Users who have opted for CDSL Easi / Easiest facility, can login through their
in demat mode with CDSL. existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The users to login Easi /Easiest are
requested to visit CDSL website www.cdslindia.com and click on login icon & New
System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
Individual Shareholders (holding securities You can also login using the login credentials of your demat account through your
in demat mode)login through their Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you
depository participants will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/
CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option
available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository
i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by sending a request
in demat mode with NSDL at evoting@nsdl.com or call at no.: 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by sending a request
in demat mode with CDSL at HYPERLINK “mailto:helpdesk.evoting@cdslindia.com”helpdesk.evoting@cdslindia.com
or contact at toll free no. 1800 22 55 33.

B) Login Method for e-Voting and joining virtual meeting 3. A new screen will open. You will have to enter your
for shareholders other than Individual shareholders User ID, your Password/OTP and a Verification Code
holding securities in demat mode and shareholders as shown on the screen.
holding securities in physical mode.
Alternatively, if you are registered for NSDL eservices
How to Log-in to NSDL e-Voting website? i.e. IDEAS, you can log-in at https://eservices.nsdl.
com/ with your existing IDEAS login. Once you log-in
1. Visit the e-Voting website of NSDL. Open web browser
to NSDL eservices after using your log-in credentials,
by typing the following URL: https://www.evoting.
click on e-Voting and you can proceed to Step 2 i.e.
nsdl.com/ either on a Personal Computer or on a
Cast your vote electronically.
mobile.
2. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under
‘Shareholder/ Member’section.

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4. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.
For example if your DP ID is IN300*** and Client ID is 12****** then your user ID
is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is 12************** then your user ID is
12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the company
Physical Form.
For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***

5. Password details for shareholders other than
Individual shareholders are given below:
a) If you are already registered for e-Voting, then
you can use your existing password to login and
cast your vote.
b) If you are using NSDL e-Voting system for the
first time, you will need to retrieve the ‘initial
password’ which was communicated to you.
Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat
account or with the company, your ‘initial
password’ is communicated to you on your
email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email
and open the attachment i.e. a .pdf file.
Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL
account or folio number for shares held in
physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please
follow steps mentioned below in process
for those shareholders whose email ids are
not registered.
6. If you are unable to retrieve or have not received the
“Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If
you are holding shares in your demat account
with NSDL or CDSL) option available on www.
evoting.nsdl.com.
b) Physical User Reset Password?” (If you are
holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by
aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat
account number/folio number, your PAN, your
name and your registered address etc.
d) Members can also use the OTP (One Time
Password) based login for casting the votes on
the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms
and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of
e-Voting will open.
Step 2: Cast your vote electronically and join General
Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General
Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all
the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of company for which you wish to cast
your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed
under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent

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 or dissent, verify/modify the number of shares for which
you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully”
will be displayed.
6. You can also take the printout of the votes cast by you by
clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not
be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority
letter etc. with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to
the Scrutinizer by e-mail to priti.pjsassociates@gmail.com
with a copy marked to evoting@nsdl.com. Institutional
shareholders (i.e. other than individuals, HUF, NRI etc.)
are required to send scanned copy (PDF/JPG Format)
of the relevant Board Resolution/ Authority letter etc.
with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer
by e-mail to priti@pjsassociates.com with a copy marked
to evoting@nsdl.com. Institutional shareholders (i.e.
other than individuals, HUF, NRI etc.) can also upload their
Board Resolution / Power of Attorney / Authority Letter
etc. by clicking on “Upload Board Resolution / Authority
Letter” displayed under “e-Voting” tab in their login
2. It is strongly recommended not to share your password
with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will
be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go
through the “Forgot User Details/Password?” or “Physical
User Reset Password?” option available on www.evoting.
nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on no.: 022 - 4886
7000 and 022 - 2499 7000 or send a request to Ms. Pallavi
Mhatre at evoting@nsdl.com
Process for those shareholders whose email ids are
not registered with the depositories for procuring
user id and password and registration of e mail ids for
e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide
Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned
copy of PAN card), AADHAR (self-attested scanned copy of
8|
Aadhar Card) by email to cs@irisbusiness.com.
2. In case shares are held in demat mode, please provide
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account
statement, PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar
Card) to cs@irisbusiness.com. If you are an Individual
shareholders holding securities in demat mode, you are
requested to refer to the login method explained at step
1 (A) i.e. Login method for e-Voting and joining virtual
meeting for Individual shareholders holding securities in
demat mode.
3. Alternatively shareholder/members may send a request
to evoting@nsdl.com for procuring user id and password
for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on
e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are
allowed to vote through their demat account maintained
with Depositories and Depository Participants.
Shareholders are required to update their mobile number
and email ID correctly in their demat account in order to
access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE
DAY OF THE EGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the EGM is same
as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present
in the EGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and
are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the EGM.
3. Members who have voted through Remote e-Voting will
be eligible to attend the EGM. However, they will not be
eligible to vote at the EGM.
4. The details of the person who may be contacted for any
grievances connected with the facility for e-Voting on the
day of the EGM shall be the same person mentioned for
Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM
THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM
through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned
above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM link” placed under
“Join General meeting” menu against company name.
You are requested to click on VC/OAVM link placed under
Join General Meeting menu. The link for VC/OAVM will be
 available in Shareholder/Member login where the EVEN of
Company will be displayed. Please note that the members
who do not have the User ID and Password for e-Voting
or have forgotten the User ID and Password may retrieve
the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through
Laptops for better experience.
3. Further Members will be required to allow Camera and
b.
use Internet with a good speed to avoid any disturbance
during the meeting.
4. Please note that Participants Connecting from Mobile
Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due
to fluctuation in their respective network. It is therefore
recommended to use stable Wi-Fi or LAN connection to
22. As per the provisions of the Act and applicable SEBI
mitigate any kind of aforesaid glitches.
5. Members who would like to express their views/ask
questions as a speaker at the Meeting may pre-register
themselves by sending a request from their registered
email address mentioning their names, DP ID and
Client ID/folio number, PAN and mobile number at cs@
irisbusiness.com before Monday, February 12, 2024. Only
those Members who have pre-registered themselves
as a speaker will be allowed to express their views/ask
23. Shareholders are requested to quote their Folio No. or DP
questions during the EGM. The Company reserves the
right to restrict the number of speakers depending on the
availability of time for the EGM.
24. Since the EGM will be held through Video Conferencing or
21. Scrutinizer’s report and declaration of results
a. The Scrutinizer shall, after the conclusion of e-voting
at the EGM, first count the votes cast vide e-voting at
the EGM and thereafter shall, unblock the votes cast
through remote e-voting, in the presence of at least two
witnesses not in the employment of the Company. She
shall be submitting a Consolidated Scrutinizer’s Report
of the total votes cast in favour or against, not later than
48 (forty-eight) hours of the conclusion of the EGM, to the
Chairman or a person authorized by him in writing, who
shall countersign the same and declare the result of the
voting forthwith.
The results declared along with the Scrutinizer’s Report
shall be placed on the Company’s website www.
irisbusiness.com and on the website of NSDL i.e. www.
evoting.nsdl.com. The Company shall simultaneously
forward the results to BSE Limited and National Stock
Exchange of India Limited where the shares of the
Company are listed.
Circular, Members holding shares in physical form may
file nomination in the prescribed Form SH-13 with
Registrar and Share Transfer Agents or make changes to
their nomination details through Form SH-14 and Form
ISR-3. In respect of shares held in dematerialised form,
the nomination form may be filed with the respective DP.
For relevant forms, please visit the Company’s website at
www.irisbusiness.com.
ID- Client ID, as the case may be, in all correspondence
with the Company or the LIIPL.
Other Audio Visual Means, route map of venue of the EGM
and admission slip is not attached to this Notice.
|9
Explanatory statement pursuant to Section 102 of the Companies Act, 2013
Item No.1 & 2
The Company in the past has implemented ESOP Scheme with an
intention to motivate its key work force for their contribution to the
corporate growth, to foster a spirit of entrepreneurial mindset, to
attract new talents and to retain them for ensuring sustained growth.
The Company also firmly believes that Stock options enable the
alignment of personal goals of the employees with organizational
objectives by allowing their participation in the ownership of the
Company through ESOP Scheme.
Given the objective, the Company proposes to implement a
new employee stock option scheme, namely the ‘IRIS Business
Services Limited Employee Stock Option Scheme 2023’ (hereinafter
referred to as “ESOP Scheme 2023” or “Scheme” or “Plan”). The
Nomination and Remuneration Committee (“NRC” /also referred
to as “Compensation Committee”) formulated the detailed terms
and conditions of the Plan, which were duly approved by the Board
of Directors at its meeting held on December 01, 2023, subject to
approval of the Members by way of passing a special resolution.
Under the Plan, the Company shall grant upto 9,75,000 (Nine Lakh
Seventy-five Thousand) Employee Stock Options (‘Options’), in one
or more tranches, to such eligible employees as may be determined
by the NRC in terms of the Plan, that would entitle the grantees
(in aggregate) to subscribe upto 9,75,000 (Nine Lakh Seventy-five
Thousand) fully paid up equity shares of H10 (Rupees Ten only). The
salient features and other details of the Plan are given as under:
1. Brief description of the scheme: With a view to motivate its
key work force for their contribution to the corporate growth,
to foster a spirit of entrepreneurial mindset, to attract new
talents and to retain them for ensuring sustained growth the
Board of Directors of the Company approved introduction and
implementation of ‘IRIS Business Services Limited Employee
Stock Option Scheme 2023’, subject to the approval of the
shareholders. The Plan shall be operated and administered
by the Nomination and Remuneration Committee (‘NRC’). The
Plan contemplates grant of Options to the eligible employees as
defined in the Plan, subject to fulfilment of certain condition(s)
as defined in the Plan. The vesting of the options shall be
in accordance with conditions as determined by the NRC.
There shall be a minimum period of One Year between Grant
of Options and Vesting of Options. Upon a valid Exercise of a
Vested Option by eligible employee, each Vested Option will
entitle the employee 1 (one) Equity Share of the Company.
2. The total number of options, shares or benefits, as the
case may be, to be offered and granted: The maximum
number of Shares that may be issued under this Plan being
granted to eligible employees of the Company, its subsidiaries
and associates Company(ies) under Scheme, shall not exceed
9,75,000 stock options exercisable into equity shares not
exceeding 9,75,000 equity shares of the Company (or such
10 |
adjusted numbers for corporate action of the Company as
prescribed in the Plan), having face value of H10/- (Rupees Ten
only) per equity share (or such adjusted face value as may be
resulted from the event of subdivision of the equity shares).
3. Identification of classes of employees entitled to participate
and be beneficiaries in the scheme: As per the scheme, an
‘Employee” means:
(i) An employee as designated by the Company, who is
exclusively working in India or outside India; or
(ii) a Director of the Company, whether whole time or not,
including a non-executive director who is not a Promoter or
member of the Promoter Group; or
(iii) an employee as defined in sub clauses (i) or (ii), of a Group
Company including Subsidiary Company or its Associate
Company, in India or outside India, or of a Holding Company;
but excludes
(a) an Employee who is a Promoter or belongs to the
Promoter Group;
(b) a Director who either by himself or through his relatives or
through any body corporate, directly or indirectly,
holds more than 10% of the issued and subscribed Shares
of the Company; and
(c) an Independent Director.
4. Requirements of Vesting, period of Vesting & Maximum
period within which options shall be vested: The options
would vest not earlier than 1 (One) year and not later than 4
(Four) years from the date of grant of options. The Nomination
and Remuneration Committee may, at its discretion, lay down
certain performance metrics for each round of grant, on the
achievement of which the granted options would vest, the
detailed terms and conditions relating to such performance
based vesting and the proportion in which options granted
would vest. The exact proportion in which and the exact period
over which the options would vest would be determined by
the Nomination and Remuneration Committee, subject to the
minimum vesting period permitted under the regulations, as
amended from time to time.
5. Exercise price, purchase price or pricing formula: Exercise
Price is the price, payable by the employee for exercising the
option. Pursuant to SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, the Company granting options
to its employees pursuant to Employee Stock Option Scheme
will have the freedom to determine the exercise price, which
shall in no case be lesser than the face value of the equity shares
and subject to conforming to the accounting policies specified
in Regulation 15.
 Regulation 15 provides as below:
Any company implementing any of the share based schemes shall
follow the requirements including the disclosure requirements of
the Accounting Standards prescribed by the Central Government
in terms of section 133 of the Companies Act, 2013 (18 of 2013)
including any ‘Guidance Note on Accounting for employee share-
based Payments’ issued in that regard from time to time,
Hence, the Exercise Price will be accordingly determined by the
Nomination and Remuneration Committee in accordance with
the Regulations and disclosed appropriately.
6. Exercise period/offer period and process of exercise/
acceptance of offer: The Exercise period shall commence from
the date of vesting and will expire on completion of 5 (Five) years
from the date of respective vesting or such other period as may
be decided by the Nomination and Remuneration Committee,
from time to time.
The Vested options shall be exercisable by the employees by a
written application to the Company expressing his/ her desire
to exercise such options. The Options shall be deemed to have
been exercised when an Employee makes an application in
writing and payment of exercise price to the Company or by any
other means as decided by the Nomination and Remuneration
Committee, for the issuance of the Equity Shares against
the Options vested in him/her. Subject to the approval of the
Nomination and Remuneration Committee, upon receipt of
completed and valid exercise applications the company may
from time to time allot equity shares in a dematerialised mode.
The Options not exercised within the Exercise Period shall
lapse and the Employee shall have no right over such lapsed or
canceled Options.
7. The appraisal process for determining the eligibility
of employees for the scheme: The appraisal process for
determining the eligibility of the employee will be specified
by the Nomination and Remuneration Committee, and may
be based on various criteria including role/designation of the
employee, length of service, grade, performance, technical
knowledge, leadership qualities, merit, contribution and
conduct, future potential, and/or such other criteria that may be
determined by the Nomination and Remuneration Committee
at its sole discretion.
8. Maximum number of options or shares, as case may be,
to be offered and issued per employee and in aggregate, if
any: The ESOP 2023 provides for a maximum of 9,75,000 (Nine
lakh and seventy-five thousand) Employee Stock Options,
convertible into not more than 9,75,000 (Nine lakh and seventy-
five thousand) Equity Shares, each having a face value of H10/-
(Rupees Ten Only) and being fully paid-up. The maximum
number of options that shall be granted to each employee,
and in aggregate, shall not exceed the aforementioned limit.
The number of options granted may vary depending on the
designation and the appraisal/assessment process. The
Compensation Committee reserves the right to decide on the
number of options to be granted.
9. Maximum quantum of benefits to be provided per
employee: No benefit other than grant of options is envisaged
under the scheme. Maximum benefit shall accordingly refer
to the maximum number of options that may be issued per
employee.
10. Whether the scheme is to be implemented and administered
directly by the company or through a trust: The Company
shall directly implement and administer the scheme through
the Board/the Nomination & Remuneration Committee.
11. Whether the scheme involves new issue of shares by the
company or secondary acquisition by the trust or both:
Company shall issue new shares on exercise of stock options
under the scheme.
12. The amount of loan to be provided for implementation
of the scheme(s) by the company to the trust, its tenure,
utilization, repayment terms, etc.: Not Applicable.
13. Maximum percentage of secondary acquisition (subject to
limits specified under the regulations) that can be made by
the trust for the purposes of the scheme(s): Not Applicable.
14. A statement to the effect that the company shall conform to
the accounting policies specified in Regulation 15: Members
are requested to note that the Company shall confirm to the
applicable Accounting Standards and Policies as applicable to
the Company and specified in Regulation 15 of the Regulations,
from time to time.
15. The method which the company shall use to value its
options: The Company shall use Fair Value method to value the
Options.
16. Applicability of following statement: “In case the company
opts for expensing of share based employee benefits using
the intrinsic value, the difference between the employee
compensation cost so computed and the employee
compensation cost that shall have been recognized if it
had used the fair value, shall be disclosed in the Directors’
report and the impact of this difference on profits and on
earnings per share (“EPS”) of the company shall also be
disclosed in the Directors’ report.” – Not applicable.
17. Period of lock-in: Subject to Applicable Law, the Shares allotted
pursuant to exercise of options, will not be subject to any lock-
in period from the date of allotment.
18. Terms & conditions for buyback, if any, of specified
securities covered under these regulations: None.
The consent of the shareholders is being sought pursuant to Section
62(1)(b) and all other applicable provisions, if any, of the Companies
Act, 2013 read with Regulation 6 of the SEBI SBEB Regulations for
implementation of ESOP Scheme 2023.
The Board of Directors recommend implementation of ESOP 2023
for the employees of the Company and its subsidiary companies.
Pursuant to Regulation 6(1) of SBEB Regulations and Section 62(1)
(b) of the Act, approval of the Members is being sought, by way of
| 11
a special resolution, for approval of the Plan and issue of shares only) divided into 2,50,00,000 (Two crores fifty Lakh) Equity Shares
to the eligible employees of the Company under the said Plan as of H10/- (Rupees Ten only) each to H32,00,00,000/- (Rupees Thirty-
detailed in Resolution No.1 of this EGM Notice. Further, pursuant to two crores only) divided into 3,20,00,000 (Three crores twenty Lakh)
Regulation 6(3)(c) of SBEB Regulations and Section 62(1)(b) of the Equity Shares of H10/- (Rupees Ten only).
Act, approval of the Members is being sought, by way of a separate
Consequently, the existing clause V (a) of the Memorandum of
special resolution for extending and granting the Options under
Association of the Company needs to be altered accordingly for
the Plan to the eligible employees of group company(ies) including
deletion of the previous authorised share capital and substitution
subsidiary company(ies) and/or associate company(ies) as detailed
of the proposed increased Authorised Share Capital.
in Resolution No. 2 of this Notice.
The above-mentioned increase in the Authorised Share Capital
A draft copy of ESOP 2023 is available for inspection at the
of the Company and subsequent alteration of aforesaid clause
Registered office and corporate office of the Company between 2.00
of Memorandum of Association will require approval of the
p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays
Members. Accordingly, the resolutions at Item No. 3 of this Notice
and Holidays). The same is also available on the website of the
is recommended by the Board of Directors of the Company for the
Company, www.irisbusiness.com to facilitate online inspection till
approval of the members as an Ordinary resolution.
the conclusion of the ensuing EGM.
It is requested to note that the draft of the Altered Memorandum
Accordingly, the resolutions at Item No. 1 and 2 of this Notice is
of Association of the Company shall be open for inspection at the
recommended by the Board of Directors of the Company for the
Registered office and corporate office of the Company between 2.00
approval of the members as Special resolutions respectively.
p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays
None of the Directors and Key Managerial Personnel of the and Holidays). The same is also available on the website of the
Company and their relatives has any concern or interest, financial Company, www.irisbusiness.com to facilitate online inspection till
or otherwise, in the proposed resolution, except to the extent of the conclusion of the ensuing EGM.
their entitlements determined lawfully, if any, under Plan.
None of the Directors/Key Managerial Personnel and their relatives is
Item No.3 concerned or interested in the passing of the aforesaid resolution(s)
as mentioned at item nos. 3 above, except to the extent of their
Considering the overall business growth and future expansion and
shareholding, if any.
the operational needs of the Company, the Company needs to
raise funds for its operations by means of either equity or further By order of the Board of Directors
debt. While the Company is considering the various options, it is For IRIS Business Services Limited
proposed to increase the Authorised Share Capital as per applicable
provisions of the Companies Act, 2013 and its corresponding rules, Santosh kumar Sharma
amendments thereof to consider option of raising equity funds as Place: Navi Mumbai Company Secretary & Compliance Officer
per the applicable provisions of the Companies Act, 2013 and rules Date: January 18, 2024 (Membership No. ACS 35139)
made thereunder and the provisions of the Securities and Exchange Registered Office: Tower 2, 3rd Floor, International Infotech Park,
Board of India (Issue of Capital and Disclosure Requirements) Vashi, Navi Mumbai - 400 703, Maharashtra, India.
Regulations, 2018 (the “SEBI ICDR Regulations”), Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and
Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (“SEBI SAST
Regulations”), collectively known as SEBI Regulations, (including
any statutory modification(s) or re-enactment(s) thereof for the
time being in force) and as amended from time to time.
Section 61 of the Companies Act, 2013, (including any statutory
modification(s) or re-enactment thereof, for the time being in force)
provides that a limited company having a share capital may, if so
authorized by its Articles of Association, with the consent of its
Board of Director(s) and its members in its general meeting, alter
the conditions of its Memorandum of Association so as to increase
its share capital by such amount as it thinks expedient by issuing
new shares. The present Articles of Association empowers the
Company to increase its Authorised Share Capital.
Accordingly, it is proposed to increase the Authorised Share Capital
of the Company from H25,00,00,000/- (Rupees Twenty-five crores

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